The MOEA amended the Regulations Governing the Certification of Share Certificates Issued by Companies Limited by Shares (Taiwan)

2018.11.8
Elva Chuang

To accommodate the relevant provisions of the Company Law amended on August 1, 2018 (hereinafter, the “New Company Law”), the Ministry of Economic Affairs (hereinafter, the “MOEA”) promulgated the amendments to Articles 2 through 6 of the Regulations Governing the Certification of Share Certificates Issued by Companies Limited by Shares (hereinafter, the “Regulations”) via the MOEA-Jing-Shang-1070242500 Directive of November 8, 2018. The Regulations came into effect on November 1, 2018. These amendments are highlighted as follows:

1. To accommodate Article 447-1 of the New Company Law, Article 3, Paragraph 1, Subparagraph 4 of the Regulations is amended to specifically provide that “in case of supplemental issuance of a lost bearer share certificate, the applicant shall first obtain a court judgment voiding the original share certificate, and then the company shall change the bear share certificate into a registered share certificate for certification by the original certification bank.” 」

2. To accommodate the removal of the transfer restriction on a promoter’s share under the New Company Law, the provision concerning the requirement that a promoter’s share certificates shall specify that such share certificates shall not be assigned within one year upon establishment of the company is removed. (Previously stipulated under Article 3, Paragraph 1, Subparagraph 6 of the Regulations Governing the Certification of Share Certificates Issued by Companies Limited by Shares)

3. To accommodate the requirement concerning the share transfer restriction on a close company limited by shares under Article 365-5, Paragraph 2, Article 3, Paragraph 1 of the New Company Law, Subparagraph 6 of the Regulations is added to stipulate that “in view of the share transfer restriction on a close company limited by shares, a company printing its share certificates shall give such indication in conspicuous words thereon.” 」

4. Article 3, Paragraph 2 is added to the Regulations to accommodate the addition of Article 156-1 of the New Company Law, which stipulates that a company converting all outstanding par-value shares into non-par-value shares shall inform the shareholders to exchange the share certificates.

5. To accommodate Article 161-2 of the New Company Law and to meet practical needs, Article 4 of the Regulations is modified to specifically stipulate that for share certificates printed due to their physical issuance, if the issuance is changed to non-physical issuance, the old physical share certificates shall be recovered and nullified by cutting off a corner of each share certificate. A company decides to convert non-physical share issuance into physical insurance for which share certificates are printed, the certification bank shall conduct the certification according to the supporting documentation for registration termination from the centralized securities depository enterprise.

6. Finally, to accommodate the preface in Article 162, Paragraph 1 of the New Company Law, the current wording “the issuing and certification institutions approved and announced by the central competent authority” is changed into “the bank which may serve as a share issuer and certifier pursuant to law,” and the certification “institution” is changed into the certification “bank.” In addition, other necessary adjustments are made to article numbers.